What is a “Subject to Articles of Incorporation and Shareholders’ Agreement” clause? – Constating Documents..

It is important that a hierarchy be established between the corporation’s constating documents, which include the shareholders agreement (SHA), the articles of incorporation, and the by-laws. The SHA supersedes the articles and by-laws, and these cannot be amended without the written approval of a stated majority of the shareholders. Throughout the SHA, the shareholders have the opportunity to stipulate the voting majority required for certain decisions or actions. The shareholders are free to select the voting majority that best suits the needs of the particular corporation. Some examples include 66% of the votes attached to the voting shares; 75% of the votes cast at the meeting in which the matter was considered; 51% of the votes held by all shareholders holding individually not less than 25% of the voting shares etc.

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